UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 6, 2021
TORTOISE ACQUISITION CORP. II
(Exact Name of Registrant as Specified in Charter)
| Cayman Islands | 001-39508 | 98-1550630 | ||
|
(State of incorporation
or organization) |
(Commission File Number) |
(I.R.S. Employer
Identification Number) |
|
5100 W. 115th Place Leawood, KS |
66211 | |
| (Address of principal executive offices) | (Zip Code) |
(913) 981-1020
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-fourth of one redeemable warrant | SNPR.U | New York Stock Exchange | ||
| Class A Ordinary Shares included as part of the units | SNPR | New York Stock Exchange | ||
| Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | SNPR WS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On April 12, 2021, the Securities and Exchange Commission (the “SEC”) released a public statement (the “Public Statement”) informing market participants that warrants issued by special purpose acquisition companies may require classification as a liability of the entity measured at fair value, with changes in fair value each period reported in earnings. Tortoise Acquisition Corp. II (“Tortoise”) has previously classified its private placement warrants and public warrants (collectively, the “warrants”) as equity. For a full description of Tortoise’s warrants, please refer to Tortoise’s final prospectus filed in connection with its initial public offering (“IPO”) on September 15, 2020 (“Final Prospectus”).
On May 6, 2021, the Board of Directors of Tortoise (the “Board”), in consultation with management of Tortoise and upon the recommendation of the Audit Committee of the Board, determined that Tortoise’s previous quarterly unaudited financial statements for the period ended September 30, 2020 and its audited financial statements for the year ended December 31, 2020 (the “Affected Periods”) should no longer be relied upon due to changes required for alignment with the Public Statement. The Public Statement discussed “certain features of warrants issued in SPAC transactions” that “may be common across many entities.” The Public Statement indicated that when one or more of such features is included in a warrant, the warrant “should be classified as a liability measured at fair value, with changes in fair value each period reported in earnings.” Following consideration of the guidance in the Public Statement, while the terms and quantum of the warrants as described in the Final Prospectus have not changed, Tortoise concluded the warrants do not meet the conditions to be classified in equity and instead, the warrants meet the definition of a derivative under ASC 815, under which Tortoise should record the warrants as liabilities on Tortoise’s balance sheet. Tortoise has discussed this approach with its independent registered public accounting firm, WithumSmith+Brown, PC, and intends to file an amendment to its Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 19, 2021 (the “Amended 10-K”) reflecting this reclassification of the warrants for the Affected Periods. The adjustments to the financial statement items for the Affected Periods will be set forth through expanded disclosure in the financial statements included in the Amended 10-K, including further describing the restatement and its impact on previously reported amounts.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: May 6, 2021
| TORTOISE ACQUISITION CORP. II | ||
| By: | /s/ Vincent T. Cubbage | |
| Name: Vincent T. Cubbage | ||
| Title: Chief Executive Officer and President | ||